Eagle Broadband, Inc. Board of Directors' Charter

Organization

The Board of Directors “Board” shall consist of at least three directors.  At least a majority of the directors on the Board must be independent directors as defined in Section 121A of the American Stock Exchange Company Guide.  The annual proxy statement will disclose those directors that the Board has determined to be independent pursuant to Section 121A.  Eagle shall hold meetings of the Board on at least a quarterly basis.  To empower non-management directors to serve as a more effective check on management, the non-management directors of Eagle must meet at regularly scheduled executive sessions without management. 

The following persons shall not be considered independent as defined in Section 121A:

(a)    a director who is employed by the corporation or any of its affiliates for the current year or any of the past three years;

(b)   a director who accepts any compensation from the corporation or any of its affiliates in excess of $60,000 during the previous fiscal year, other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation;

(c)    a director who is a member of the immediate family of an individual who is, or has been in any of the past three years, employed by the corporation or any of its affiliates as an executive officer; 

(d)   a director who is a partner in, or a controlling shareholder or an executive officer of, any for-profit business organization to which the corporation made, or from which the corporation received, payments (other than those arising solely from investments in the corporation’s securities) that exceed 5% of the corporation’s or business organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years;

(e)    a director who is employed as an executive of another entity where any of the company’s executives serve on that entity’s compensation committee.

Board of Director nominations must be either selected, or recommended for the Board’s selection by either a Nominating Committee comprised solely of independent directors or by a majority of the independent directors. 

Statement of Purpose and Authority

The Board shall provide guidance and oversight to management, set high-level objectives, direct strategic planning, and investigate any issues the Board deems important.  Through selection of management, the Board will help define expectations for integrity and ethical values. 

The Board shall have access to management and, as necessary and appropriate, retain independent advisors.  The Board shall have the authority to carry out its responsibilities through committees as deemed necessary.  The Board will authorize no fewer than the following committees:

·         Compensation Committee

·         Nominating and Corporate Governance Committee

·         Audit Committee

Responsibilities and Procedures

The following are Board of Director responsibilities:

·         Monitor and manage potential conflicts of interest of management and the board,

·         Review and approve key policy statements developed by management relating to corporate governance, including ethics and code of conduct,

·         Monitor and access its own performance,

·         Monitor the overall effectiveness of the entity’s corporate governance practices,

·         Ensure that members of senior management possess the qualifications, experience and integrity to perform their assigned roles,

·         Evaluate the performance of the entity’s chief executive officer,

·         Review and approve the entity’s overall strategic plan, including major deviations from the approved plan,

·         Review and approve operating plans and budgets,

·         Identify the principal risks of the entity, and implement and monitor a system of risk management,

·         Evaluate the adequacy and form of compensation and other incentives provided to key management personnel,

·         Review and approve significant transactions,

·         Approve annual and quarterly financial statements, including Management’s Discussion and Analysis,

·         Other responsibilities as may be required from time to time.